Board Committees

The Executive Committee prepares matters to be considered at the Board meetings. The Executive Committee consists of the Chair and Vice Chair of the Board, the President and CEO and, at the Chair’s invitation, one or several members of the Board.

From the date of the 2025 AGM, the Executive Committee comprised Pekka Ala-Pietilä (Chair), Klaus Cawén and Rob Kolkman. The Executive Committee did not convene in 2025.

The Audit Committee assists the Board in fulfilling its oversight responsibilities for matters pertaining to financial and sustainability reporting and control, risk management, external audit and internal audit, in accordance with the Charter approved by the Board, the Finnish Corporate Governance Code as well as applicable laws and regulations.

The Audit Committee, for example, reviews the Financial Statement Release, the Half-Year Report and the Interim Reports, discusses enterprise risk analyses including identified risks and mitigation plans, monitors the principles concerning the monitoring and assessment of related party transactions, prepares the appointment, monitors and evaluates the independence of the Company’s auditor, and approves the internal audit plan including a follow up of its progress. The Audit Committee also reviews the Group’s Sustainability Statement and Corporate Governance Statement.

In 2025, the Audit Committee focused on the following key areas beyond its regular duties and recurring agenda items. Committee reviewed recommendations for simplification of various policies to streamline governance frameworks and enhance clarity. In addition, the Committee noted the completion of the Social Bond allocation process, confirming that all proceeds from the EUR 150 million Social Bond issued in September 2024 have been fully allocated, with the allocation report published in early November 2025.

In addition to the members of the Audit Committee, the Group’s President and CEO, CFO and people responsible for topics on the Audit Committee’s agenda, participate in the meetings presenting their corresponding agenda items to the Committee. Also, the Internal Auditor participates in the Audit Committee meetings. The Auditor in Charge and Sustainability Auditor is also present at the meetings and gives updates on auditing work conducted in between the meetings.

In accordance with its Charter, the Audit Committee consists of the Chair of the Committee and at least two, and at most four members, appointed annually by the Board among its members. Members of the Committee shall be independent of the Company, and at least one member shall also be independent of significant shareholders. As required by law, at least one member of the Audit Committee must have expertise in accounting or auditing. The Committee meets at least four times a year.

From the date of the 2025 AGM, the Audit Committee comprised Rolf Grisebach (Chair), Klaus Cawén, Jannica Fagerholm, Sebastian Langenskiöld and Eugenie van Wiechen. All members of the Committee are independent of the Company and of significant shareholders of the Company. The majority of the members are financial experts based on their educational or occupational backgrounds. In addition, there is sustainability competence represented in the Committee. The Audit Committee convened six times in 2025, with an average attendance rate of 94%.

Members' attendance at Audit Committee meetings 2025

The Human Resources Committee is responsible for preparing human resources matters related to the compensation of the President and CEO and key executives, evaluation of the performance of the President and CEO and key executives, Group compensation policies, Human Resources policies and practices, development and succession plans for the President and CEO, as well as key executives and other preparatory tasks as may be assigned to it from time to time by the Board and/or the Chair of the Board. In addition, the Committee discusses the composition and succession of the Board as well as prepares the Remuneration Policy and Remuneration Report.

In 2025, in addition to key remuneration aspects, the HR Committee discussed relevant topics, like the implementation of the People Policy in connection with the HR Strategy and the action plan following the annual Employee Engagement Survey. Special focus was paid on Sanoma’s culture, which is key in supporting the business strategy. Sanoma’s cultural strengths lie in a clear purpose and impact on people, and the efforts are aimed at building an inclusive and people-centric culture to enable future growth, emphasising collaboration, simplification, and investing in talent and skills. The HR Committee also emphasised the alignment of leadership and behavioural competencies with the ways of working.

In addition to members of the Human Resources Committee, the Company’s President and CEO, CHRO, HRO of Media Finland and other people responsible for HR participated in the meetings, presenting respective agenda items to the Committee.

The Human Resources Committee comprises at least three and at most five members, who are appointed annually by the Board. The majority of the members shall be independent of the Company. The Committee meets at least twice a year.

From the date of the 2025 AGM, the Human Resources Committee comprised Julian Drinkall (Chair), Anna Herlin, Timo Lappalainen and Sebastian Langenskiöld. All members of the Committee are independent of the Company and three members (Julian Drinkall, Timo Lappalainen and Sebastian Langenskiöld) are independent of significant shareholders of the Company. There is sustainability competence represented in the Committee. The Human Resources Committee convened four times in 2025.

Members' attendance at Human Resources Committee meetings 2025